Chicago Bridge & Iron Company N v. v. Westinghouse Electric Company and WSW Acquisition Co.

Summary

The Court reversed the Court of Chancery's judgment on the pleadings, holding that the purchase agreement's True Up procedure was limited to changes in Stone's facts and circumstances between signing and closing. It did not permit Westinghouse to challenge historical accounting practices that were the subject of representations and warranties extinguished at closing. The Court remanded for declaratory and injunctive relief barring those historical GAAP challenges from the Independent Auditor while preserving claims based on post-signing changes.